Note: This document has been translated from a part of the Japanese original for reference purposes only. In
the event of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Stock Exchange Code 6309)
January 14, 2020
To Shareholders with Voting Rights:
Hitoshi Yamamoto
President
Tomoe Engineering Co., Ltd.
5-15 Kitashinagawa 5-chome,
Shinagawa-ku, Tokyo, JapanNOTICE OF
THE 90TH ANNUAL SHAREHOLDERS MEETING

Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 90th Annual Shareholders Meeting of Tomoe Engineering Co., Ltd.
(the “Company”). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing by mail orthrough electromagnetic means such as the Internet, etc. Please review the attached “Reference
Documents for the Shareholders Meeting,” and exercise your voting rights using one of the methods
written on page 3 by 5:30 p.m. on Wednesday, January 29, 2020, Japan time.
1. Date and Time:Thursday, January 30, 2020 at 10:00 a.m., Japan time

2. Place:

Green Wind, GardenCity Shinagawa on the 1st floor of SHINAGAWA GOOS
located at 13-3, Takanawa 3-chome, Minato-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: (1) The Business Report, Consolidated Financial Statements for the Company’s
90th Fiscal Year (from November 1, 2018 to October 31, 2019) and results ofaudits by the Accounting Auditor and the Audit & Supervisory Committee of
the Consolidated Financial Statements(2) Non-consolidated Financial Statements for the Company’s 90th Fiscal Year(from November 1, 2018 to October 31, 2019)
Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Election of Ten Directors (excluding Directors serving as Audit & Supervisory
Committee Members)
Proposal 3:
Election of One Director serving as Audit & Supervisory Committee Member
Proposal 4:
Payment of Bonuses to Officers-1-〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰

◎◎◎

When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception
desk.
Should the Reference Documents for the Shareholders Meeting, Business Report, Consolidated Financial
Statements and Non-consolidated Financial Statements require revisions, the revised versions will be
posted on the Company’s website (https://www.tomo-e.co.jp/).
From among the documents to be attached to this notice, the Consolidated Statements of Changes inShareholders’ Equity of the Consolidated Financial Statements and Notes to the Consolidated Financial
Statements as well as the Non-consolidated Statements of Changes in Shareholders’ Equity of theNon-consolidated Financial Statements and Notes to the Non-consolidated Financial Statements areposted on the Company’s website (https://www.tomo-e.co.jp/) in accordance with laws and ordinances
and the provisions in Article 14 of the Articles of Incorporation of the Company. Therefore, they are notstated in the Appendix provided with this notice. The Consolidated Financial Statements andNon-consolidated Financial Statements stated in the Appendix provided with this notice are part of theConsolidated Financial Statements and Non-consolidated Financial Statements that were audited by the
Audit & Supervisory Committee and the Accounting Auditor in preparing audit reports and accounting
audit reports, respectively.

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Reference Documents for the Shareholders Meeting
Proposals and References
Proposal 1:

Appropriation of Surplus

1. Matters regarding the year-end dividend
As its basic policy, the Company will implement appropriate and stable dividends while seeking toincrease internal reserves to reinforce its financial position and management foundation, and byconsidering consolidated operating results, the group’s medium-term business strategy and otherfactors in a comprehensive manner.
Based on the above policy, the Company proposes a year-end dividend of 23.50 yen per share forthe current fiscal year, taking into consideration the operating results for the fiscal year ended
October 31, 2019 and the future outlook.
(1) Matters regarding the assignment of assets to be distributed to shareholders and the total amountthereof23.50 yen per share of the Company’s common stock, in a total amount of 234,490,967 yen
As the Company has already paid the interim dividend of 23.50 yen per share, the annual
dividend for the fiscal year ended October 31, 2019 will amount to 47 yen per share.
(2) The date on which dividends of retained earnings become effective
January 31, 2020
2. Matters regarding appropriation of surplus
Regarding the internal reserves, the Company proposes as follows to reinforce the managementfoundation in preparation for the future business development.
(1) Item of surplus to be increased and the amount thereof
General reserve of 1,000,000,000 yen(2) Item of surplus to be decreased and the amount thereof
Retained earnings brought forward of 1,000,000,000 yen-3-Proposal 2:

Election of Ten Directors (excluding Directors serving as Audit & Supervisory
Committee Members)

The term of office of all ten Directors (excluding Directors serving as Audit & Supervisory Committee
Members; hereinafter the same shall apply in this proposal) will expire at the conclusion of this Annual
Shareholders Meeting. Accordingly, the election of ten Directors is proposed.
With regard to this proposal, the Audit & Supervisory Committee has decided that all candidates qualify
as a Director of the Company after reviewing each candidate’s execution of duties, performance and remarks
made at the Board of Directors during the fiscal year ended October 31, 2019, and past experience, etc.
The candidates for Directors are as follows:
No.

Name

1

Hitoshi Yamamoto

2
3

Current positions and responsibilities, etc.
at the Company

Attributes

President

Reappointment

Yoshito Honma

Managing Director
General Manager, Machinery & Equipment Div.

Reappointment

Akitomo Tamai

Managing Director
General Manager, Chemical Products Div.

Reappointment

Director
Deputy General Manager, Chemical Products
Div. (in charge of Fine Chemicals Dept.,
Electronic Materials Dept., and Plastics Dept.)
Director
Deputy General Manager, Machinery &Equipment Div. (in charge of Environmental
Equipment Sales Dept.)

4

Akiyoshi Shinoda

5Masahiko Nakamura

6

Toshiaki Yakura

Director
In charge of Accounting Div. and Management
Planning Dept.

Reappointment

Katsuhiko Ito

Director
Deputy General Manager, Machinery &Equipment Div. (in charge of Industrial
Machinery Sales Dept. and Overseas Sales Dept.)

Reappointment

Tetsuyuki Azuma

Director
Deputy General Manager, Chemical Products
Div. (in charge of Advanced Materials Dept.,
Industrial Materials Dept., and Minerals Dept.)

Reappointment

9

Atsushi Sada

Director
Deputy General Manager, Machinery &Equipment Div. (in charge of Production), andGeneral Manager, Sagami Factory

Reappointment

10

Osamu Fujii

General Manager, General Affairs Div.

New appointment

7
8

New appointment
Reappointment
Outside Director
Independent Officer

Candidate for new Director
Candidate for reappointment as Director
Candidate for Outside Director
Candidate for independent officer stipulated by stock exchanges, etc.

-4-

Reappointment

Reappointment

No.

Name
(Date of birth)

Past experience, positions
and responsibilities
April 1979
April 2003

Hitoshi Yamamoto(July 20, 1955)
Reappointment

January 2007
January 2009
January 2013

1

January 2015

Joined the Company
General Manager, Industrial Machinery Sales Dept.,
Machinery & Equipment Div.
Director
Deputy General Manager, Machinery & Equipment
Div. (in charge of Industrial Machinery Sales Dept.)
Managing Director
General Manager, Machinery & Equipment Div.
Senior Managing Director
General Manager, Chemical Products Div.
President (current position)

Number ofshares of theCompany
held30,148(Reasons for selecting the candidate for Director)
Mr. Hitoshi Yamamoto has abundant operational knowledge and experience on the Company’s overall business withfocus on the machinery and equipment business and chemical products business. Since assuming office as
Representative Director in January 2015, he has duly performed his duties as a senior executive officer of the Group.
Therefore, the Company believes that he is qualified as a Director of the Company and reappoints him as a candidate for
Director.

November 1975
January 2005
Yoshito Honma(October 2, 1952)
Reappointment

2

April 2008
January 2009
January 2011
January 2013

Joined the Company
General Manager, Environmental Equipment Sales
Dept., Machinery & Equipment Div.
General Manager, Osaka Branch OfficeDirector
President, Tomoe Machinery Service Co., Ltd.
Managing Director of the Company (current
position) General Manager, Machinery & Equipment
Div. (current position)

26,578(Reasons for selecting the candidate for Director)
Mr. Yoshito Honma has abundant operational knowledge and experience on the Company’s overall business with focus
on the machinery and equipment business. Since assuming office as a Director in January 2009, he has duly performed
duties in general as Director. Therefore, the Company believes that he is qualified as a Director of the Company andreappoints him as a candidate for Director.

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No.

Name
(Date of birth)

Past experience, positions
and responsibilities
April 1980
April 1988
April 2000
November 2005
January 2011

Akitomo Tamai(February 12, 1957)

November 2012

Reappointment

January 2013

3
November 2017
January 2018

Joined JDC CORPORATION
Joined Elkem Japan K.K.
Joined the Company
General Manager, Industrial Materials Dept.,
Chemical Products Div.
Director
Deputy General Manager, Chemical Products Div.
(in charge of Plastics Dept., Industrial Materials
Dept., and Fine Chemicals Dept.)
President, Tomoe Butsuryu Co., Ltd.
President, Tomoe Trading (Shenzhen) Co., Ltd.
(current position)
Deputy General Manager, Chemical Products Div.
(in charge of Plastics Dept. and Industrial Materials
Dept.) and General Manager, China Business
Promotion Dept., Chemical Products Div. of theCompany
Deputy General Manager, Chemical Products Div.
(in charge of Plastics Dept. and Industrial Materials
Dept.)
Managing Director (current position)
General Manager, Chemical Products Div. (current
position)

Number ofshares of theCompany
held

20,377(Reasons for selecting the candidate for Director)
Mr. Akitomo Tamai has abundant operational knowledge and experience on the Company’s overall business with focus
on the chemical products business. Since assuming office as a Director in January 2011, he has duly performed duties ingeneral as Director. Therefore, the Company believes that he is qualified as a Director of the Company and reappoints
him as a candidate for Director.

April 1985
September 1989
November 2011
April 2014
January 2015
Akiyoshi Shinoda(August 23, 1961)
Reappointment

April 2015

4
January 2018

Joined Nippon Kaiji Kentei Kyokai
Joined the Company
General Manager, Chemical Products Sales Dept.,
Osaka Branch Office
General Manager, Fine Chemicals Dept., Chemical
Products Div.
Director (current position)
Deputy General Manager, Chemical Products Div.
(in charge of Advanced Materials Dept. andElectronic Materials Dept.) and General Manager,
Fine Chemicals Dept.
Deputy General Manager, Chemical Products Div.
(in charge of Advanced Materials Dept., Electronic
Materials Dept., and Fine Chemicals Dept.)
Deputy General Manager, Chemical Products Div.
(in charge of Fine Chemicals Dept., Electronic
Materials Dept., and Plastics Dept.) (current
position)
President, Tomoe Butsuryu Co., Ltd. (current
position)

17,442(Reasons for selecting the candidate for Director)
Mr. Akiyoshi Shinoda has abundant operational knowledge and experience on the Company’s overall business withfocus on the chemical products business. Since assuming office as a Director in January 2015, he has duly performed
duties in general as Director. Therefore, the Company believes that he is qualified as a Director of the Company andreappoints him as a candidate for Director.

-6-

No.

Name
(Date of birth)

Masahiko
Nakamura(March 10, 1956)

Past experience, positions
and responsibilities
April 1978
December 1978
August 1990
January 2009
January 2015

Reappointment

5

April 2015

Joined MARUDAI FOOD CO., LTD.
Joined Kyushu Setsubi Kosha K.K.
Joined the Company
General Manager, Environmental Equipment Sales
Dept., Machinery & Equipment Div.
Director (current position)
Deputy General Manager, Machinery & Equipment
Div. and General Manager, Environmental
Equipment Sales Dept.
Deputy General Manager, Machinery & Equipment
Div. (in charge of Environmental Equipment Sales
Dept.) (current position)

Number ofshares of theCompany
held

7,670

(Reasons for selecting the candidate for Director)
Mr. Masahiko Nakamura has abundant operational knowledge and experience on the Company’s overall business withfocus on the machinery and equipment business. Since assuming office as a Director in January 2015, he has duly
performed duties in general as Director. Therefore, the Company believes that he is qualified as a Director of theCompany and reappoints him as a candidate for Director.

April 1981
April 2008
October 2012
Toshiaki Yakura(May 31, 1958)
Reappointment

April 2014
January 2015

6
November 2019

Joined The Fuji Bank, Limited
General Manager, Americas Business Operations
Department, Mizuho Corporate Bank, Ltd.
Joined the Company
General Manager assistant to Accounting Div.
General Manager, Accounting Div.
Director (current position)
In charge of Accounting Div. and Management
Planning Dept. and General Manager, Accounting
Div.
In charge of Accounting Div. and Management
Planning Dept. (current position)

8,869(Reasons for selecting the candidate for Director)
Mr. Toshiaki Yakura has abundant knowledge and experience with regard to accounting and management planning.
Since assuming office as a Director in January 2015, he has duly performed duties in general as Director. Therefore, theCompany believes that he is qualified as a Director of the Company and reappoints him as a candidate for Director.

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No.

Name
(Date of birth)

Katsuhiko Ito(September 21,
1964)

Past experience, positions
and responsibilities
April 1987
April 2013
January 2017

Reappointment

7

Joined the Company
General Manager, Machinery & Equipment Dept.,
Osaka Branch OfficeDirector (current position)
Deputy General Manager, Machinery & Equipment
Div. (in charge of Industrial Machinery Sales Dept.
and Overseas Sales Dept.) (current position)

Number ofshares of theCompany
held

8,300

(Reasons for selecting the candidate for Director)
Mr. Katsuhiko Ito has abundant operational knowledge and experience on the Company’s overall business with focus on
the machinery and equipment business. Since assuming office as a Director in January 2017, he has duly performed
duties in general as Director. Therefore, the Company believes that he is qualified as a Director of the Company andreappoints him as a candidate for Director.

April 1984
November 2009
January 2018
Tetsuyuki Azuma(August 16, 1960)
Reappointment

April 20188
November 2019

Joined the Company
General Manager, Advanced Materials Dept.,
Chemical Products Div.
Director (current position)
Deputy General Manager, Chemical Products Div.
(in charge of Advanced Materials Dept. andIndustrial Materials Dept.) and General Manager,
Advanced Materials Dept.
Deputy General Manager, Chemical Products Div.
(in charge of Advanced Materials Dept. andIndustrial Materials Dept.)
Deputy General Manager, Chemical Products Div.
(in charge of Advanced Materials Dept., Industrial
Materials Dept., and Minerals Dept.) (current
position)

7,334(Reasons for selecting the candidate for Director)
Mr. Tetsuyuki Azuma has abundant operational knowledge and experience on the Company’s overall business withfocus on the chemical products business. Since assuming office as a Director in January 2018, he has duly performed
duties in general as Director. Therefore, the Company believes that he is qualified as a Director of the Company andreappoints him as a candidate for Director.

-8-

No.

Name
(Date of birth)

Atsushi Sada
(October 30, 1964)
Reappointment

Past experience, positions
and responsibilities
April 1988
November 2016
January 2019

9

Joined the Company
General Manager, Technical Development Dept.,
Machinery & Equipment Div.
Director (current position)
Deputy General Manager, Machinery & Equipment
Div. (in charge of Production), and General
Manager, Sagami Factory (current position)

Number ofshares of theCompany
held

1,339

(Reasons for selecting the candidate for Director)
Mr. Atsushi Sada has abundant operational knowledge and experience on the Company’s overall business with focus on
the machinery and equipment business. Since assuming office as a Director in January 2019, he has duly performed
duties in general as Director. Therefore, the Company believes that he is qualified as a Director of the Company andreappoints him as a candidate for Director.

Osamu Fujii(December 10,
1963)

April 1987
April 2013

Joined the Company
General Manager, General Affairs Div. (current
position)

5,438

New appointment

10(Reasons for selecting the candidate for Director)
Mr. Osamu Fujii has been engaged in the chemical products business and the administrative division since joining theCompany and has abundant operational knowledge and experience on the Company’s overall business with focus on theadministrative division. Therefore, the Company expects that he is capable of duly performing his duties as a Director
and appoints him as a candidate for Director.

(Notes)1. There are no special interests between each candidate and the Company.
2. The number of shares of the Company held by each candidate includes those held by the Tomoe Engineering officers’
shareholding association or the Tomoe Engineering employees’ shareholding association.

-9-

Proposal 3:

Election of One Director serving as Audit & Supervisory Committee Member

Mr. Mitsuo Matsumoto who is Director serving as Audit & Supervisory Committee Member will resignfrom office at the conclusion of this Annual Shareholders Meeting. Accordingly, the election of one Director
serving as Audit & Supervisory Committee Member is proposed as a substitute for him.
The term of office of the Director serving as Audit & Supervisory Committee Member who is elected inthis Annual Shareholders Meeting shall expire at the time when the term of office of the resigning Director
serving as Audit & Supervisory Committee Member expires pursuant to the Articles of Incorporation of theCompany.
The Audit & Supervisory Committee has given its consent to this proposal.
The candidate for Director serving as Audit & Supervisory Committee Member is as follows:
Name(Date of birth)

Masayoshi
Fukasawa(January 14, 1952)
New appointment

Past experience, positions
and responsibilities
April 1975
April 2007
January 2011

April 2013
January 2015

Joined the Company
General Manager, General Affairs Div.
Director
In charge of General Affairs Div. and Business
Coordination Div. and General Manager, General
Affairs Div.
In charge of General Affairs Div. and Business
Coordination Div. (current position)
Managing Director (current position)

Number ofshares of theCompany
held

18,320(Reasons for selecting the candidate for Director)
Mr. Masayoshi Fukasawa has been in charge of operations for general and personnel affairs, legal affairs and import andexport, and he is well versed in those operations as an executive Director of the Company. Therefore, the Company
believes that he is qualified as a Director serving as Audit & Supervisory Committee Member and appoints him as a
candidate for Director serving as Audit & Supervisory Committee Member.
(Notes)1. There are no special interests between the candidate and the Company.
2. The number of shares of the Company held by the candidate includes those held by the Tomoe Engineering officers’
shareholding association.
3. If this proposal is approved and Mr. Masayoshi Fukasawa is elected as a Director serving as Audit & Supervisory
Committee Member, the Company intends to enter into agreements with him pursuant to the provisions of Article 427,
Paragraph 1 of the Companies Act, to limit his liability for damages stipulated in Article 423, Paragraph 1 of theCompanies Act. The limit on liability for damages under the agreement will be the minimum liability amount specified
in Article 425, Paragraph 1 of the Companies Act.

- 10 -

Proposal 4:

Payment of Bonuses to Officers

By considering the operating results for the fiscal year ended October 31, 2019 and other factors,
payment of bonuses to four Directors (excluding Directors serving as Audit & Supervisory Committee
Members) and four Directors serving as Audit & Supervisory Committee Members in the total amount of
67,926,000 yen (47,469,000 yen for Directors (excluding Directors serving as Audit & Supervisory
Committee Members), and 20,457,000 yen for Directors serving as Audit & Supervisory Committee
Members) is proposed. With regard to this proposal, the Audit & Supervisory Committee and Audit &Supervisory Committee Members have determined that the procedures to decide the total amount of bonuses
to Officers and the specific method of calculation, etc. are appropriate and valid.

- 11 -

(Reference)
Selection criteria for Outside Directors of the Company
Outside Directors and the candidates for Outside Director of the Company shall be the individuals
satisfying the following criteria:
1. The individuals who are capable of directly supervising the matters regarding management ingeneral, financial and legal affairs, corporate governance and other issues that are deliberated or
resolved at the Board of Directors meetings.
2. The individuals who have insight, expertise and experience conducive to the sustainable growth andmedium- to long-term enhancement of corporate value of the Company, and are capable ofexpressing useful opinions and giving advice regarding the matters related to corporate management,
including business strategy, formulation of medium-term management plan, etc.
Criteria for independence of Outside Directors of the Company
Outside Directors and the candidates for Outside Director of the Company shall be the individuals that do
not fall under the following criteria 1 to 5. The applicable period for the criteria 2 to 5 shall be the present
and the past ten years.
1. Individual related to the Group
Director (excluding Outside Director), Audit & Supervisory Board Member (excluding Outside
Audit & Supervisory Board Member), Accounting Advisor, Executive Officer, Operating Officer or
employee (hereinafter, “Executive, etc.”) of the Company, or subsidiaries and affiliates of theCompany (hereinafter, “the Group”)
2. Shareholder and individual related thereto(1) A shareholder who holds 10% or more of the Company’s voting rights, or Executive, etc. of suchshareholder(2) An Executive, etc. of the company in which the Group holds 10% or more of voting rights
3. Individual related to business partner(1) Executive, etc. of a business partner that records a transaction amount with the Group equivalent
to 2% or more of said entity’s consolidated net sales or; Executive, etc. of a business partner withwhich the Group records a transaction amount equivalent to 2% or more of the Group’s
consolidated net sales(2) Executive, etc. of a financial institution from which the Group is borrowing an amount equivalent
to 2% or more of the Group’s consolidated total assets
4. Attorney-at-law, certified public accountant, tax accountant, etc.
(1) Certified public accountant, or employee or partner of an audit corporation, which is the
Accounting Auditor of the Group(2) An individual who receives an annual remuneration of 10 million yen or more from the Group as
attorney-at-law, certified public accountant, tax accountant or other consultant, in addition to the
remuneration as an officer
5. Others(1) A spouse or any family within the second degree of kinship of the individual that falls under theabove criteria 1 to 4
(2) Executive, etc. of a company, between which and the Group directors are mutually appointed(3) Executive, etc. of a company, between which and the Group mutually hold shares- 12 -